In many jurisdictions – particularly the UK and US – disclosure letters are a standard feature of M&A transactions. Sellers disclose exceptions to warranties in a separate document, creating a formal record of what the buyer "knew" at signing.
In Sweden, this practice is different. Instead of relying on disclosure letters, market practice assumes that everything available in the data room forms part of the buyer's knowledge. This approach is also consistent with Swedish legal principles: a buyer cannot bring a warranty claim based on a circumstance it knew about when entering into the agreement.
This has a few practical consequences:
1. The negotiation process is often faster – no need to haggle over wording in a disclosure letter.
2. Buyers carry a heavier due diligence burden. If something is in the data room, it's deemed disclosed.
3. Sellers benefit from less administrative hassle, but buyers need strong advisors to ensure the review is done properly.
👉 Takeaway: If you are used to UK or US practice, don't expect a disclosure letter in Sweden. Instead, focus on the data room and ensure you have legal advisors who understand how Swedish practice allocates risk.